N.D. Cent. Code § 10-19.1-47
This is the official text of N.D. Cent. Code § 10-19.1-47, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-19.1-47. Action without meeting by directors
Official statutory text
10-19.1-47. Action without meeting by directors
1. An action required or permitted to be taken at a board meeting may be taken by
written action signed by all of the directors. If the articles so provide, any action, other
than an action requiring shareholder approval, may be taken by written action signed,
or consented to by authenticated electronic communication, by the number of directors
that would be required to take the same action at a meeting of the board at which all
directors were present.
2. The written action is effective when signed by, or consented to by authenticated
electronic communication, the required number of directors, unless a different effective
time is provided in the written action.
3. When written action is permitted to be taken by less than all directors, all directors
must be notified immediately of its text and effective date. Failure to provide the notice
does not invalidate the written action. A director who does not sign or consent to the
written action has no liability for the action or actions.
1. An action required or permitted to be taken at a board meeting may be taken by
written action signed by all of the directors. If the articles so provide, any action, other
than an action requiring shareholder approval, may be taken by written action signed,
or consented to by authenticated electronic communication, by the number of directors
that would be required to take the same action at a meeting of the board at which all
directors were present.
2. The written action is effective when signed by, or consented to by authenticated
electronic communication, the required number of directors, unless a different effective
time is provided in the written action.
3. When written action is permitted to be taken by less than all directors, all directors
must be notified immediately of its text and effective date. Failure to provide the notice
does not invalidate the written action. A director who does not sign or consent to the
written action has no liability for the action or actions.
Status: in_force · Read it on the official government site
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